SECOND SUPPLEMENTAL INDENTURE, dated as of June 29, 1999 (the
"Second Supplemental Indenture"), among PLATINUM technology International, inc.
(formerly PLATINUM technology, inc.), a Delaware corporation (the "Company"),
PLATINUM technology Operating, inc., a Delaware corporation ("Platinum
Operating"), PLATINUM technology IP, inc., a Delaware corporation ("Platinum
IP"), COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation ("Computer
Associates"), and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a
national banking association (the "Trustee"), as Trustee under the Indenture
referred to below. Capitalized terms used and not defined in this Second
Supplemental Indenture are used in this Second Supplemental Indenture as defined
in the Indenture.
WHEREAS, the Company and the Trustee are parties to an
Indenture, dated as of December 15, 1997, as supplemented by the Supplemental
Indenture, dated as of January 1, 1999, among the Company, Platinum Operating,
Platinum IP and the Trustee (as so supplemented, the "Indenture"), relating to
$150,000,000 of the Company's 6.25% Convertible Subordinated Notes Due 2002;
WHEREAS, Computer Associates, its wholly owned subsidiary,
HardMetal, Inc. ("HardMetal"), and the Company have entered into an Agreement
and Plan of Merger, dated as of March 29, 1999 (the "Merger Agreement"),
pursuant to which, among other things, (i) HardMetal shall be merged with and
into the Company (the "Merger"), with the Company continuing as the surviving
corporation and as a wholly owned subsidiary of Computer Associates, and (ii) at
the effective time of the Merger, all of the outstanding shares of common stock,
par value $.001 per share (the "Shares"), of the Company (other than Shares
owned by Computer Associates, HardMetal or any Subsidiary of either of them or
held by the Company as treasury stock (which shall be canceled) or by
stockholders exercising appraisal rights under the Delaware General Corporation
Law) will be converted into the right to receive $29.25 in cash for each Share,
without interest;
WHEREAS, Section 5.1 of the Indenture permits another
corporation to merge with and into the Company provided certain terms and
conditions are satisfied;
WHEREAS, Section 12.6 of the Indenture provides in relevant
part that, upon the merger of any other Person with or into the Company, the
Company shall, as a condition precedent to such merger, execute and deliver to
the Trustee a supplemental indenture providing Holders with certain continuing
conversion rights;
WHEREAS, the Company and Computer Associates desire to execute
this Second Supplemental Indenture pursuant to Section 12.6 of the Indenture to
provide for continuing conversion rights of the Holders in connection with the
Merger;
WHEREAS, the Company has furnished the Trustee with an
Officer's Certificate and an Opinion of Counsel relating to the Second
Supplemental Indenture as required by Sections 5.1 and 12.6 of the Indenture;
and
WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid supplement of the Indenture have been satisfied.
NOW, THEREFORE, each party hereto, for the benefit of the
other parties hereto and the equal and proportionate benefit of the Holders, is
executing and delivering this Second Supplemental Indenture and hereby agrees as
follows:
ARTICLE ONE
Assumption of Obligations
SECTION 1. Computer Associates hereby assumes as a joint and
several obligor with the Company, Platinum Operating and Platinum IP, from and
after the Effective Time (as defined below), the due and punctual payment of the
principal of and interest (including Additional Amounts, if any, or Additional
Interest, if any) on all of the Securities and the performance of all of the
other obligations of the Company, Platinum Operating and Platinum IP in
connection with the Securities and the Indenture.
SECTION 2. Computer Associates, the Company, Platinum
Operating and Platinum IP, from and after the Effective Time, by virtue of the
assumption by Computer Associates, as set forth in Section 1 of this Article
One, and the delivery of this Second Supplemental Indenture, shall be joint and
several obligors under the Indenture.
ARTICLE TWO
Definitions
SECTION 1. The following terms shall be added to Section 1.1
of the Indenture in their respective appropriate alphabetical places:
"Computer Associates" means Computer Associates
International, Inc., a Delaware corporation, and shall include its
successors and assigns.
"Effective Time" means the effective time of the Merger.
"Merger" means the merger of HardMetal, Inc., a
Delaware corporation and a wholly owned subsidiary of Computer
Associates, with and into the Company, with the Company continuing as
the surviving corporation, pursuant to the terms of the Agreement and
Plan of Merger, dated as of March 29, 1999, among the Company, Computer
Associates and HardMetal, Inc.
ARTICLE THREE
Continuation of Conversion Privilege
SECTION 1. As a result of the Merger, without any action on
the part of any Holders and in accordance with the provisions of Section 12.6 of
the Indenture, from and after the Effective Time and during the period such
Securities shall be convertible as specified in Section 12.1 of the Indenture,
the Holder of each $1,000 principal amount of Securities then outstanding shall
have the right to convert such Securities only into cash in an amount equal to
$29.25 multiplied by the number of shares of Common Stock into which such
Security might have been converted immediately prior to the Merger.
ARTICLE FOUR
Miscellaneous
SECTION 1. As amended by this Second Supplemental Indenture,
the Indenture is in all respects ratified and confirmed, and as so supplemented
by this Second Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
SECTION 2. The Trustee shall not be responsible in any manner
whatsoever for the correctness of the recitals of facts herein, all of which are
made by the Company, Platinum Operating, Platinum IP and Computer Associates,
and the Trustee shall not be responsible or accountable in any manner whatsoever
for or with respect to the validity, execution or sufficiency of this Second
Supplemental Indenture.
SECTION 3. This Second Supplemental Indenture shall become a
legally effective and binding instrument upon the later of (i) execution and
delivery hereof by all parties hereto, and (ii) the Effective Time.
SECTION 4. This Second Supplemental Indenture shall be
governed in accordance with the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to the
principles of conflicts of law.
SECTION 5. This Second Supplemental Indenture may be executed
in any number of counterparts and all such counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed.
PLATINUM technology
International, inc.
By:
Name:
Title:
PLATINUM technology
Operating,inc.
By:
Name:
Title:
PLATINUM technology IP, inc.
By:
Name:
Title:
COMPUTER ASSOCIATES
INTERNATIONAL, INC.
By:
Name:
Title:
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, AS TRUSTEE
By:
Name:
Title: